Two Seas Capital Files Definitive Proxy Statement and Issues Letter to Core Scientific Shareholders Urging Them to Vote AGAINST Company's Proposed Sale to CoreWeave

Core Viewpoint - Two Seas Capital LP opposes the proposed sale of Core Scientific, Inc. to CoreWeave, Inc. due to inadequate valuation, deficient structure, and flawed process, urging shareholders to vote against the transaction [2][3][4] Company Positioning - Core Scientific is well-positioned to benefit from the growing demand for high-performance computing infrastructure, with significant scale, access to low-cost power, and data center talent [2][5] - The company has attracted buyout interest from CoreWeave, indicating its strategic value in the market [2][5] Market Reaction - Following the announcement of the proposed sale, Core Scientific's stock experienced an 18% decline, marking one of the worst one-day price drops for an M&A target in this century [3][6] - The market's negative reaction reflects concerns over the deal's structure and valuation [3][6] Valuation Concerns - Two Seas argues that CoreWeave's offer does not reflect Core Scientific's potential, especially given CoreWeave's stock had appreciated over 300% in recent months [6][7] - The proposed exchange ratio is viewed as lopsided, failing to provide fair value for Core Scientific shareholders [6][7] Executive Interests - Core Scientific's executives stand to benefit significantly from the deal, receiving immediate vesting and reimbursement of excise taxes, while shareholders are left with less favorable terms [6][7] Future Outlook - Two Seas believes that Core Scientific's standalone future is promising, with potential for significant value appreciation driven by the AI data center demand [5][7] - The firm emphasizes that shareholders should not support the transaction at the current terms and should instead hold onto their shares for future growth [7][8]